Last updated: January 18, 2021
Welcome to Synthesis School. Synthesis provides an on-line school for children who are 6 to 15 years old (as modified, the “Synthesis School”) based on team games and simulations designed to develop complex problem solving and communication skills with the goal of producing innovative kids (collectively, “Children,” “Students” or “you”). The website at https://www.synthesis.is (the “Site”) and the various other related services and other features, functions, software, applications and websites (together with the Synthesis School, and the Site, collectively the “Synthesis School Services”) are provided and operated, and are being made available to you, the other Students, the parents or legal guardians of any Student (“Parents” or “you”) and the other users of any of the Synthesis School Services (collectively, “Users”) by Synthesis School, Inc. (“Synthesis”, “us” or “we”). All defined terms used herein shall have the meanings prescribed to these terms in these Terms of Service.
These Terms contain an Arbitration provision which will, with limited exception, require you to submit disputes you have against Synthesis to binding and final arbitration. You will only be permitted to pursue claims against Synthesis on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding; and you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.
TO APPLY FOR ADMISSION FOR YOUR CHILD TO PARTICIPATE IN THE SYNTHESIS SCHOOL, TO ACCESS AND USE THE SITE AND THE OTHER SYNTHESIS SCHOOL SERVICES, YOU MUST BE AT LEAST 18 YEARS OF AGE. BY CLICKING “I AGREE,” ACKNOWLEDGING YOUR AGREEMENT, AGREEING VERBALLY OR APPLYING FOR ADMISSION FOR YOUR CHILD TO THE SYNTHESIS SCHOOL, OR ACCESSING AND USING ANY OF THE OTHER SYNTHESIS SCHOOL SERVICES, YOU REPRESENT THAT:
- YOU ARE THE PARENT OF THE CHILD FOR WHOM YOU ARE APPLYING FOR ADMISSION TO PARTICIPATE IN THE SYNTHESIS SCHOOL
- NEITHER YOU NOR YOUR CHILD HAS BEEN PREVIOUSLY SUSPENDED OR REMOVED FROM THE SYNTHESIS SCHOOL, OR ANY OF THE OTHER SYNTHESIS SCHOOL SERVICES;
- YOU CONFIRM THAT YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH SYNTHESIS SCHOOL;
- YOU AND YOUR CHILD WILL COMPLY WITH THESE TERMS AND ALL APPLICABLE LOCAL, STATE, NATIONAL AND INTERNATIONAL LAWS, RULES AND REGULATIONS; AND
- YOU ARE NOT A COMPETITOR OF SYNTHESIS AND DO NOT INTEND TO USE THE SYNTHESIS SCHOOL, OR ANY OF THE OTHER SYNTHESIS SCHOOL SERVICES FOR REASONS THAT ARE IN COMPETITION WITH SYNTHESIS OR OTHERWISE TO REPLICATE SOME OR ALL OF THE OTHER SYNTHESIS SCHOOL SERVICES FOR ANY REASON.
3. The Synthesis School
3.1 Participation in the Synthesis School.
(a) For a Student to participate in the Synthesis School, the Student’s Parent must apply by submitting the Student’s first and last name, his or her date of birth and a video recording of the Student’s response to the application question and any other information requested at the time. We will send an email notifying the Parent of a Student’s acceptance in, or rejection from, the Synthesis School
(b) If a Student is accepted to participate in the Synthesis School, the applicable subscription fees must be paid in order for your Child to participate in, and attend classes at, the Synthesis School (as described below in Section 4).
(c) In applying for your Child to participate, and to participate, in the Synthesis School, you agree to (i) provide true, accurate, current, and complete information about yourself as prompted during the registration process (“Registration Data”), and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current, or incomplete, or Synthesis has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Synthesis has the right to prohibit you (or your Child) from participating in the Synthesis School. You agree not to register using a false identity or information, or on behalf of someone other than your Child. You agree not to access any of the Synthesis School Services if you have been previously removed by Synthesis or if you have (or your Child has) been previously banned from participation in the Synthesis School or you have been previously banned from accessing and using any of the Synthesis School Services.
3.2 Synthesis School Standards.
When a Student participates in the Synthesis School, both the Parent and the Student agree that they will not behave in any way to provoke, bully, demean, or cause harm to others, or to create conflict, with any other Parent, Student or User (collectively, the “Prohibited Behavior”). If you feel that any Parent, Student or User, including any teacher, has engaged in any Prohibited Behavior, please promptly contact us at email@example.com. Please provide all relevant information, including your full name, the related Parent, Student or User and the details of the possible engagement of Prohibited Behaviors. To the extent reasonably practicable, we will not disclose your name or the name of your Child.
4. Fees, Payments and Refunds
(a) To be able to participate in the Synthesis School, the monthly subscription fees associated with each class that has been selected for a Student to attend must be paid (as modified from time to time, the “Subscription Fees”). The current Subscription Fees can be found at https://synthesis.is.
(b) Subject to Section 4.4, you may cancel your Child’s participation in the Synthesis School at any time by sending us notice at firstname.lastname@example.org. Upon receipt of your notice of cancellation, we will not charge your credit or debit card any future Subscription Fees.
4.2 Payment and Taxes.
Unless otherwise agreed by Synthesis, the monthly Subscription Fees shall be paid prior to the beginning of each month in accordance with Section 4.2(b). You authorize Synthesis to automatically charge your credit or debit card through the Payment Processor for any such Subscription Fee.
(b) Payment Processing.
The Subscription Fees and other payments made in connection with the Synthesis School and the other Synthesis Services shall be made through a third-party payment processor directed by Synthesis (e.g., PayPal, Stripe, etc.) (any such third-party payment processor, the “Payment Processor”). Payment processing services for the Synthesis Platform are currently provided by Stripe and are subject to Stripe’s terms of service (as modified from time to time, the “Stripe Terms”). By agreeing to these Terms or continuing to access or use the Synthesis Platform or any of the other Synthesis Services, you agree to be bound by the Stripe Terms. As a condition of Synthesis’s enabling payment processing services through a Payment Processor, you agree to provide the Payment Processor accurate and complete information about you, your credit or debit card or bank account and such other information required by the Payment Processor, and you authorize Synthesis to share any relevant transaction information to the Payment Processor.
(c) Right to Suspend. If you fail to pay any Subscription Fees when due, Synthesis may, upon prior written notice to you, suspend your Child’s ability to participate in the Synthesis School.
(d) Future Services. In paying the Subscription Fee, you acknowledge and agree that you are not relying on future availability of the Synthesis School beyond the subscription period for which the Subscription Fee that you paid applies.
4.3 Changes in Fees and Payment Methods.
Synthesis reserves the right at any time to change the Subscription Fees (including to begin charging for services that it is currently providing free of charge or for new features) and billing methods, either immediately upon posting on the Site or any of the other Synthesis Services or by notifying you by email.
THE SUBSCRIPTION FEES ARE REFUNDABLE UP TO A STUDENT’S THIRD (3RD) CLASS FOR ANY REASON. AFTER THAT, ALL SUBSCRIPTION FEES ARE NON-REFUNDABLE, NON-CANCELLABLE AND NON-CREDITABLE UNLESS OTHERWISE REQUIRED BY LAW OR AGREED TO BY SYNTHESIS IN ITS SOLE DISCRETION.
5. Right to Access and Use; Unauthorized Use.
5.1 Right to Access and Use
Subject to your compliance with all the terms and conditions set out in these Terms, Synthesis hereby grants (a) to your Child the right to participate in the Synthesis School and (b) to you the right to access and use the Site and the other Synthesis School Services, to the extent of, and in accordance with, these Terms.
5.2 Prevention of Unauthorized Use
Synthesis reserves the right to exercise whatever lawful means it deems necessary to prevent the unauthorized access or participation the Synthesis School, or the circumvention of the other Synthesis School Services, including, but not limited to, technological barriers, IP mapping, and directly contacting your Internet Service Provider (ISP) regarding such unauthorized use.
6. Additional Policies.
When applying for or participating in the Synthesis School or requesting, accessing or using any of the other Synthesis School Services, you may be subject to any additional posted policies, guidelines or rules applicable to the Synthesis School, the Site and the other Synthesis School Services which may be posted from time to time (as modified from time to time, the “Policies”). All such Policies are hereby incorporated by reference into these Terms.
7. Respecting other People’s Rights.
Synthesis respects the rights of others and so should you and your Child. You and your Child therefore shall treat all other Students with respect and shall not stalk, defame, bully, harass, abuse, threaten, intimidate, or impersonate any other Student or User.
8. Modification of these Terms.
Synthesis reserves the right, at its sole discretion, to change, modify, add, or remove portions of these Terms at any time by posting the amended Terms to the Site, or any of the other Synthesis School Services. If Synthesis updates these Terms, it will update the “last updated” date at the top of the Terms. Please check these Terms, including any Policies, periodically for changes. Your continued use of the Synthesis School, or any of the other Synthesis School Services after the posting of changes constitutes your binding acceptance of such changes. In the event of a change to these Terms that materially modifies your rights or obligations (including applicable fees), Synthesis will use commercially reasonable efforts to notify you of such change. Synthesis may provide notice through a pop-up or banner within the Synthesis School Services, by sending an email to any address that we may have for you, or through other similar mechanisms. Additionally, if the changed Terms materially modify your rights or obligations, Synthesis may require you to provide consent by accepting the changed Terms. If Synthesis requires your acceptance of the changed Terms, changes are effective only after your acceptance. For all other changes, except as stated elsewhere by Synthesis, such amended Terms or fees will automatically be effective, replacing the previously-effective Terms or fees, thirty (30) days after they are initially posted on any of the Synthesis School Services. IF AT ANY TIME YOU DO NOT AGREE TO THESE TERMS, PLEASE IMMEDIATELY TERMINATE YOUR PARTICIPATION IN THE SYNTHESIS SCHOOL AND USE OF ALL OF THE OTHER SYNTHESIS SCHOOL SERVICES.
To the extent that any modifications to the Terms or Policies are not allowed under applicable laws, the prior most recent version of the Terms or Policies shall continue to apply.
9. Digital Millennium Copyright Act.
It is Synthesis’s policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act. For more information, please go to Synthesis’ DMCA Notification Guidelines at https://synthesis.is/DMCA/. If you file a notice with our copyright agent, it must comply with the requirements set forth in 17 U.S.C. § 512(c)(3). Synthesis reserves the right to terminate without notice any Student’s participation in the Synthesis School and any User’s access to the Site and the other Synthesis School Services if that Student or User is determined by Synthesis to be a “repeat infringer.” In addition, Synthesis accommodates and does not interfere with standard technical measures used by copyright owners to protect their materials.
10. Prohibited Conduct.
BY PARTICIPATING IN THE SYNTHESIS SCHOOL, OR ACCESSING OR USING ANY OF THE OTHER SYNTHESIS SCHOOL SERVICES YOU, AGREE NOT TO:
10.1 Access or use the Synthesis School or any of the other Synthesis School Services for the benefit of anyone other than yourself (and your Child) except in accordance with these Terms, including selling, reselling or distributing, in whole or in part, the Synthesis School, or using the Synthesis School as part of a service bureau or outsourcing offering;
10.2 Provide any services, directly or indirectly, that are similar to, or based on, the Synthesis School or any of the other Synthesis School Services;
10.3 Copy, disclose, or distribute any data or other information available through the Synthesis School, the Site or any of the other Synthesis School Services, including any information, in any medium, including without limitation on the Site, by any automated or non-automated “scraping;”
10.4 Interfere with, circumvent or disable any security or other technological features or measures of the Synthesis School or attempt to gain unauthorized access to the Synthesis School;
10.5 Use bots or other automated methods to: access the Synthesis School, download any information, send or redirect messages or perform any other activities through the Synthesis School or any of the other Synthesis School Services;
10.6 Take any action that Synthesis determines, in its sole discretion, imposes or may impose, an unreasonable or disproportionately large load on its infrastructure;
10.7 Upload invalid data, viruses, worms or other software agents through the Site and/or any of the other Synthesis School Services;
10.8 Impersonate any person or entity, use a fictitious name, or misrepresent your affiliation with a person or entity;
10.9 Participate in the Synthesis School, or use any of the other Synthesis School Services for any unlawful or inappropriate activities, such as gambling, obscenity, pornography, violence, transmission of deceptive messages, or harassment; or
10.10 Use any of the Synthesis School Services for any commercial solicitation purposes.
11. Third-Party Sites.
The Site and/or any of the other Synthesis School Services may now or in the future include links or references to other web sites or services (“Third-Party Sites”) solely as a convenience to our Users. These sites or services may include links to the information about education and other sites or services that we think may be of interest to our Users. Synthesis does not endorse any such Third-Party Sites or the services, information, materials, products, or services contained on or accessible through Third-Party Sites. In addition, your correspondence or business dealings with, or participation in promotions of, advertisers found on or through any of the Synthesis School Services are solely between you and such advertiser. Access and use of Third-Party Sites, including the information, materials, products, and services on or available through Third-Party Sites are solely at your own risk.
12. Mobile and Data Services.
You are responsible for any mobile and data charges that you may incur in connection with participation in the Synthesis School and use of any of the other Synthesis School Services. If you’re unsure what those charges may be, you should ask your service provider before participating in the Synthesis School or using any of the other Synthesis School Services.
13.1 Synthesis School.
You agree that Synthesis in its sole discretion, for any or no reason, and without penalty, may terminate you (or your Child’s) participation in the Synthesis School or your access and use of any of the other Synthesis School Services and remove and discard all or any part of your information, at any time. Synthesis may also in its sole discretion and at any time discontinue providing access to the Synthesis School or any of the other Synthesis School Services, or any part thereof, with or without notice. You agree that any termination of your (or your Child’s) ability to participate in the Synthesis School, or access or use any of the other Synthesis School Services may be effected without prior notice, and you agree that Synthesis will not be liable to you or any third party for any such termination. Synthesis School reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing Synthesis to disclose the identity of anyone posting any e-mail messages, or publishing or otherwise making available any materials that are believed to violate these Terms. Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies that Synthesis may have at law or in equity. As provided herein, Synthesis does not permit copyright infringing activities on the Site or any of the other Services, and Synthesis shall be permitted to terminate participation in the Synthesis School or access to any of the other Synthesis School Services. BY ACCEPTING THESE TERMS, YOU WAIVE AND SHALL HOLD SYNTHESIS HARMLESS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY SYNTHESIS DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SYNTHESIS OR LAW ENFORCEMENT AUTHORITIES.
Your only remedy with respect to any dissatisfaction with (i) the Synthesis School, the Site or any of the other Synthesis School Services, (ii) any term of these Terms or (iii) any policy or practice of Synthesis School in operating the Synthesis School, the Site or the other Synthesis School Services, is to terminate your participation in the Synthesis School and the use of the other Synthesis School Services. You may terminate your use of any of the Synthesis School Services at any time.
14. Ownership; Proprietary Rights.
The Synthesis School, the Site and the other Synthesis School Services are owned and operated by Synthesis. The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, services, and all other elements of the Synthesis School Services provided by Synthesis (the “Materials”) are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. All Materials contained on any of the Synthesis School Services are the property of Synthesis or its subsidiaries or affiliated companies and/or third-party licensors or content providers. All trademarks, service marks, and trade names are proprietary to Synthesis or its affiliates and/or third-party licensors. Except as expressly authorized by Synthesis, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials. Synthesis reserves all rights not expressly granted in these Terms.
You hereby grant to Synthesis a non-exclusive, worldwide, fully paid-up, royalty-fee, non-terminable, perpetual, irrevocable right and license to use, disclose, modify, reproduce, license, distribute, commercialize and otherwise freely exploit any feedback, comments, or suggestions that you provide with respect to the Synthesis School, the Site and/or the other Synthesis School Services and all related intellectual property, without restriction of any kind and without any right of accounting or compensation.
You agree to indemnify, defend, and hold Synthesis its affiliated companies, contractors, employees, agents and its third-party suppliers, licensors, and partners harmless from any third-party claims, losses, damages, or liabilities, including legal fees and expenses, arising out of your (or your Child’s) participation in the Synthesis School, your use or misuse of the Site or any of the other Synthesis School Services, any violation by you of these Terms, or any breach of the representations, warranties, and covenants made by you herein. Synthesis reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Synthesis and you agree to cooperate with Synthesis’ defense of these claims. Synthesis School will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
16. No Warranties; Disclaimers.
16.1 No Warranties.
TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SYNTHESIS AND ITS TEACHERS, AFFILIATES, CONTRACTORS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, THIRD-PARTY PARTNERS, LICENSORS AND SUPPLIERS (COLLECTIVELY, THE “SYNTHESIS SCHOOL PARTIES”) DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED WITH RESPECT TO THE SYNTHESIS SCHOOL, THE SITE AND THE OTHER SYNTHESIS SCHOOL SERVICES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, SYNTHESIS PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, THAT THE SYNTHESIS SCHOOL, THE SITE OR THE OTHER SYNTHESIS SCHOOL SERVICES, WILL MEET YOUR (OR YOUR CHILD’S) REQUIREMENTS OR ACHIEVE ANY INTENDED RESULTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SYNTHESIS SCHOOL PARTIES OR THROUGH THE SYNTHESIS SCHOOL, THE SITE OR THE OTHER SYNTHESIS SCHOOL SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
16.2 “As Is” and “As Available” and “With all Faults.”
YOU EXPRESSLY AGREE THAT THE SYNTHESIS SCHOOL, THE SITE AND ANY OF THE OTHER SYNTHESIS SCHOOL SERVICES, ANY DATA, ASSESSMENTS, RESULTS, INFORMATION, THIRD-PARTY SOFTWARE, CONTENT, THIRD-PARTY SITE, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH ANY OF THE SYNTHESIS SCHOOL SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE”, “WITH ALL FAULTS” BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND EITHER EXPRESS OR IMPLIED.
16.3 PLATFORM OPERATION AND CONTENT.
THE SYNTHESIS SCHOOL PARTIES DO NOT WARRANT THAT THE DATA, RESULTS, CONTENT, FUNCTIONS, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE SYNTHESIS SCHOOL, THE SITE OR ANY OF THE OTHER SYNTHESIS SCHOOL SERVICES OR ANY THIRD-PARTY SITE WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.
EXCEPT AS SPECIFICALLY PROVIDED IN WRITING BY SYNTHESIS, THE SYNTHESIS SCHOOL PARTIES DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE PARTICIPATION IN THE SYNTHESIS SCHOOL OR THE USE OF ANY OF THE SYNTHESIS SCHOOL SERVICES OR ANY THIRD-PARTY SITE IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
16.5 Harm to your Mobile Devices.
YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN INFORMATION, MATERIALS, ASSESSMENTS, RESULTS OR DATA THROUGH THE SYNTHESIS SCHOOL, THE SITE OR ANY OF THE OTHER SYNTHESIS SCHOOL SERVICES OR ANY THIRD-PARTY SITE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR MOBILE DEVICES) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.
17. Limitation of Liability and Damages.
17.1 Limitation of Liability.
UNDER NO CIRCUMSTANCES, INCLUDING, NEGLIGENCE, WILL THE SYNTHESIS SCHOOL PARTIES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM ANY UNSUCCESSFUL COURT ACTION OR LEGAL DISPUTE, LOST BUSINESS, LOST REVENUES OR LOSS OF ANTICIPATED PROFITS OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER) ARISING OUT OF OR RELATING TO THESE TERMS OR THAT RESULT FROM YOUR (OR YOUR CHILD’S) PARTICIPATION OR INABILITY TO PARTICIPATE IN THE SYNTHESIS SCHOOL, YOUR USE THE SITE OR ANY OF THE OTHER SYNTHESIS SCHOOL SERVICES OR ANY THIRD-PARTY SITE, OR ANY OTHER INTERACTIONS WITH SYNTHESIS, ANY STUDENT, PARENT OR ANY OTHER USER, EVEN IF SYNTHESIS OR A SYNTHESIS AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, SYNTHESIS’ LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
17.2 Limitation of Damages.
IN NO EVENT WILL THE SYNTHESIS SCHOOL PARTIES’ TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO YOUR (OR YOUR CHILD’S) PARTICIPATION IN THE SYNTHESIS SCHOOL, ACCESS AND USE OF THE SITE OR ANY OF THE OTHER SYNTHESIS SCHOOL SERVICES OR THESE TERMS, OR YOUR INTERACTION WITH SYNTHESIS, ANY TEACHER, STUDENT, PARENT OR OTHER USER (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE), EXCEED THE GREATER OF (A) $100 AND (B) AN AMOUNT EQUAL TO THE SUBSCRIPTION FEES (IF ANY) PAID BY YOU DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM.
17.3 Release for Disputes between Users.
If you have a dispute with any Parent, Student or other Users or other third parties, you hereby release Synthesis and the other Synthesis School Parties from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
17.4 Third-party Sites.
THESE LIMITATIONS OF LIABILITY ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY YOU BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY THIRD-PARTY SITES OR OTHERWISE BY THIRD PARTIES OTHER THAN SYNTHESIS AND RECEIVED THROUGH OR ADVERTISED ON ANY OF THE SYNTHESIS SCHOOL SERVICES OR RECEIVED THROUGH ANY THIRD-PARTY SITES.
17.5 BASIS OF THE BARGAIN.
YOU ACKNOWLEDGE AND AGREE THAT SYNTHESIS HAS OFFERED THE SYNTHESIS SCHOOL AND THE OTHER SYNTHESIS SCHOOL SERVICES, SET ITS PRICES, AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND SYNTHESIS, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND SYNTHESIS. SYNTHESIS WOULD NOT BE ABLE TO AUTHORIZE PARTICIPATION IN THE SYNTHESIS SCHOOL OR ACCESS AND USE OF ANY OF THE OTHER SYNTHESIS SCHOOL SERVICES TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.
17.6 Limitations by Applicable Law.
CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THESE TERMS APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION WHERE YOU ARE LOCATED.
18. United States Export Controls.
You agree not to import, export, re-export, or transfer, directly or indirectly, any part of the Synthesis School or any of the other Synthesis School Services or any underlying intellectual property, information or technology except in full compliance with all United States, foreign and other applicable export control laws and regulations.
Synthesis may provide you with notices, including those regarding changes to these Terms, by email or postings on any of the Synthesis School Services. Notice will be deemed given twenty-four hours after the email is sent, unless Synthesis is notified that the email address is invalid. Notices posted on any of the Synthesis School Services are deemed given 30 days following the initial posting.
The failure of Synthesis to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by Synthesis.
19.3 Dispute Resolution.
If a dispute arises between you and Synthesis, the goal is to provide you with a neutral and cost-effective method of resolving the dispute quickly. Accordingly, you and Synthesis agree that any dispute, claim or controversy at law or equity that arises out of these Terms, the Synthesis School, the Site or any of the other Synthesis School Services (a “Dispute”) will be resolved in accordance with this Section 19.3 or as Synthesis and you otherwise agree in writing. Before resorting to these dispute methods, Synthesis strongly encourages you to first contact Synthesis directly to seek a resolution.
(a) Choice of Law. These Terms shall be governed in all respects by the laws of the State of California, without regard to its conflict of law provisions. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION OR COUNTERCLAIM ARISING OUT OF OR RELATING TO ANY DISPUTE OR OTHERWISE IN CONNECTION WITH THESE TERMS OR ANY OF THE SYNTHESIS SCHOOL SERVICES.
(b) Arbitration and Class Action Waiver. PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS.
(i) ARBITRATION. YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND SYNTHESIS (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) IN CONNECTION WITH THESE TERMS OR ANY OF THE SYNTHESIS SCHOOL SERVICES, INCLUDING WITHOUT LIMITATION YOUR RIGHTS OF PRIVACY WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION UNDER THE AMERICAN ARBITRATION ASSOCIATION'S RULES FOR ARBITRATION AND YOU AND SYNTHESIS HEREBY EXPRESSLY WAIVE TRIAL BY JURY. ANY ARBITRATION SHALL BE IN ENGLISH AND THE PLACE OF ARBITRATION SHALL BE LOS ANGELES COUNTY, CA. YOUR ARBITRATION FEES AND YOUR SHARE OF ARBITRATOR COMPENSATION SHALL BE GOVERNED BY SUCH RULES. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND SYNTHESIS WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION. YOU MAY BRING DISPUTES ONLY ON YOUR OWN BEHALF.
Neither you nor Synthesis will participate in a class action or class-wide arbitration for any disputes covered by these Terms to arbitrate. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST SYNTHESIS INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another Parent, Student or other User or third party, if Synthesis is a party to the proceeding. This dispute resolution provision will be governed by the Federal Arbitration Act and not by any state law concerning arbitration. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms.
(ii) Judicial Forum for Disputes. In the event that the agreement to arbitrate under Section 19.3(b) is found not to apply to you or your claim, you and Synthesis agree that any judicial proceeding (other than small claims actions) must be brought solely and exclusively in, and will be subject to the service of process and other applicable procedural rules of, the federal or state courts covering Los Angeles County, CA. Both you and Synthesis irrevocably consent to venue and personal jurisdiction there. Notwithstanding the foregoing, Synthesis may bring a claim for equitable relief in any court with proper jurisdiction.
(iii) Survival. This arbitration agreement will survive the termination of your (or your Child’s) participation in the Synthesis School or use any of the other Synthesis School Services or your relationship with Synthesis.
(c) 30 Day Right to Opt-Out. You have the right to opt-out and not be bound by the arbitration provisions set forth in this Section 19.3 above by sending written notice of your decision to opt-out to email@example.com. The notice must be sent to Synthesis within thirty (30) days of your use of any of the Synthesis School Services or agreeing to these Terms, otherwise you shall be bound to arbitrate disputes in accordance with the terms of those sections. If you opt-out of these arbitration provisions, we also will not be bound by them.
(d) Improperly Filed Claims. All claims you bring against Synthesis must be resolved in accordance with this Section 19.3. All claims filed or brought contrary to this Section 19.3 shall be considered improperly filed. Should you file a claim contrary to this Section 19.3, Synthesis may recover attorneys’ fees and costs up to $15,000, provided that Synthesis has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.
If any provision of these Terms (including any Policies) is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from these Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.
19.5 Relationship of the Parties.
The parties agree that nothing in these Terms shall be construed as creating a joint venture, partnership, franchise, agency, employer/employee, or similar relationship between the parties, or as authorizing either party to act as the agent of the other. You are and will remain an independent contractor in your relationship to Synthesis. Nothing in these Terms shall create any obligation between either party and a third party.
These Terms and related Policies, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Synthesis without restriction. Any assignment attempted to be made in violation of these Terms shall be void.
Upon termination of these Terms, your (or your Child’s) participation in the Synthesis School, your use of the Site or any of the other Synthesis School Services or your relationship with Synthesis any provision which, by its nature or express terms should survive, will survive such termination or expiration, including, but not limited to, Sections 1, 2, 4.4 and 9 - 19.
The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof.
19.9 Entire Agreement.
19.10 No Agency.
No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms.
19.11 Geographic Restrictions.
Synthesis is based in the state of California in the United States. Synthesis makes no claims that participating in the Synthesis School or that accessing or using or that any of the other Synthesis School Services or any of the content is accessible or appropriate outside of the United States. Participating in the Synthesis School or accessing or using the Site or any of the other Synthesis School Services may not be legal by certain persons or in certain countries. If you access any of these Synthesis School Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Synthesis with respect thereto.
19.12. Electronic Communications.
The communications between you and Synthesis use electronic means, whether you visit the Site or the other Synthesis School Services or send Synthesis e-mails, or whether Synthesis posts notices on the Site or the other Synthesis School Services or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from Synthesis in an electronic form; and (b) agree that all terms, conditions, agreements, notices, disclosures, and other communications that Synthesis provides to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing. The foregoing does not affect your statutory rights.
The Synthesis School, the Site and the other Synthesis School Services are offered by Synthesis School, Inc., located at: 8605 Santa Monica Blvd, PMB 68274, West Hollywood, California 90069 and email: firstname.lastname@example.org. If you are a California resident, you may have this same information emailed to you by sending a letter to Synthesis School, Inc., 8605 Santa Monica Blvd, PMB 68274, West Hollywood, California 90069 with your email address and a request for this information. California users are also entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
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